Free General US Non-Disclosure and Confidentiality Agreement

1. PARTIES

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date"), by and between [PARTY A NAME], located at [PARTY A ADDRESS] ("Disclosing Party"), and [PARTY B NAME], located at [PARTY B ADDRESS] ("Receiving Party").

2. PURPOSE

The parties wish to explore a potential business opportunity of mutual interest (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

3. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by electronic or other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, customer lists, financial data, software code, and marketing strategies.

4. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information from unauthorized disclosure. The Receiving Party shall not use the Confidential Information for any purpose other than the Purpose defined herein.

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